Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-285032
Issuer Free Writing Prospectus, dated February 21, 2025
American Medical Systems Europe B.V.
€1,500,000,000
Senior Notes Offering
Terms and Conditions – 6-Year Fixed Rate Notes
| Issuer | American Medical Systems Europe B.V. (the “Issuer”) |
| Guarantor | Boston Scientific Corporation (“Boston Scientific”) |
| Note Type | Senior Notes |
| Form of Offering | SEC Registered |
Issuer Ratings (M/S&P/F)1 | Baa1 / A- / A- (Positive/Stable/Stable) |
Expected Ratings (M/S&P/F) | Baa1 / A- / A- |
| Principal Amount | €850,000,000 |
| Trade Date | February 21, 2025 |
| Settlement Date (T+3*) | February 26, 2025 |
| Maturity Date | March 8, 2031 |
| Coupon | 3.000% per annum |
| Yield to Maturity | 3.016% per annum |
| Price to Public | 99.912% of the principal amount |
| Reference to Mid-Swaps Rate | 2.316% |
| Spread to Mid-Swaps Rate | Plus 70 basis points |
| Benchmark Bund | DBR 0.000% due February 15, 2031 |
| Spread to Benchmark Bund | Plus 79.6 basis points |
| Benchmark Bund Yield/Price | 2.220% / €87.71 |
* It is expected that delivery of the notes will be made to purchasers on or about February 26, 2025, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to third business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.
| Interest Payment Dates | Annually on March 8, beginning March 8, 2026 |
| Par Call Date | On or after December 8, 2030 (the date that is three months prior to the maturity date) |
| Make-whole Call | Plus 15 basis points |
| Stabilization | Stabilization/FCA |
| Day Count Basis | ACTUAL/ACTUAL (ICMA) |
| Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
| Common Code / ISIN | Common Code: 299337669 ISIN: XS2993376693 |
| Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
| Trustee | U.S. Bank Trust Company, National Association |
| Registrar and Paying Agent | U.S. Bank Europe DAC |
| Expected Listing | Application will be made to list the notes on the Official List of the Irish Stock Exchange plc for trading as Euronext Dublin and to admit the notes to trading on the Global Exchange Market thereof |
| Joint Bookrunners | Barclays Bank PLC Citigroup Global Markets Europe AG Wells Fargo Securities Europe S.A. BofA Securities Europe SA J.P. Morgan SE Société Générale BNP Paribas Deutsche Bank Aktiengesellschaft Goldman Sachs & Co. LLC RBC Europe Limited Scotiabank (Ireland) Designated Activity Company Standard Chartered Bank TD Global Finance unlimited company |
| Co-Manager | MUFG Securities (Europe) N.V. |
| Use of Proceeds | We intend to use the net proceeds from this offering, together with cash on hand, to fund the repayment at maturity of the Issuer’s 0.750% Senior Notes due March 8, 2025 and to pay accrued and unpaid interest with respect to such notes, and for general corporate purposes, which may include, among other things, short term investments, reduction of short term debt, funding of working capital and potential future acquisitions. |
Terms and Conditions – 9-Year Fixed Rate Notes
| Issuer | American Medical Systems Europe B.V. (the “Issuer”) |
| Guarantor | Boston Scientific Corporation (“Boston Scientific”) |
| Note Type | Senior Notes |
| Form of Offering | SEC Registered |
Issuer Ratings (M/S&P/F)1 | Baa1 / A- / A- (Positive/Stable/Stable) |
Expected Ratings (M/S&P/F) | Baa1 / A- / A- |
| Principal Amount | €650,000,000 |
| Trade Date | February 21, 2025 |
| Settlement Date (T+3*) | February 26, 2025 |
| Maturity Date | March 8, 2034 |
| Coupon | 3.250% per annum |
| Yield to Maturity | 3.287% per annum |
| Price to Public | 99.714% of the principal amount |
| Reference to Mid-Swaps Rate | 2.387% |
| Spread to Mid-Swaps Rate | Plus 90 basis points |
| Benchmark Bund | DBR 2.200% due February 15, 2034 |
| Spread to Benchmark Bund | Plus 87.0 basis points |
| Benchmark Bund Yield/Price | 2.417% / €98.27 |
| Interest Payment Dates | Annually on March 8, beginning March 8, 2026 |
| Par Call Date | On or after December 8, 2033 (the date that is three months prior to the maturity date) |
* It is expected that delivery of the notes will be made to purchasers on or about February 26, 2025, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to third business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.
| Make-whole Call | Plus 15 basis points |
| Stabilization | Stabilization/FCA |
| Day Count Basis | ACTUAL/ACTUAL (ICMA) |
| Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
| Common Code / ISIN | Common Code: 299338088 ISIN: XS2993380885 |
| Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
| Trustee | U.S. Bank Trust Company, National Association |
| Registrar and Paying Agent | U.S. Bank Europe DAC |
| Expected Listing | Application will be made to list the notes on the Official List of the Irish Stock Exchange plc for trading as Euronext Dublin and to admit the notes to trading on the Global Exchange Market thereof |
| Joint Bookrunners | Barclays Bank PLC Citigroup Global Markets Europe AG Wells Fargo Securities Europe S.A. BofA Securities Europe SA J.P. Morgan SE Société Générale BNP Paribas Deutsche Bank Aktiengesellschaft Goldman Sachs & Co. LLC RBC Europe Limited Scotiabank (Ireland) Designated Activity Company Standard Chartered Bank TD Global Finance unlimited company |
| Co-Manager | MUFG Securities (Europe) N.V. |
| Use of Proceeds | We intend to use the net proceeds from this offering, together with cash on hand, to fund the repayment at maturity of the Issuer’s 0.750% Senior Notes due March 8, 2025 and to pay accrued and unpaid interest with respect to such notes, and for general corporate purposes, which may include, among other things, short term investments, reduction of short term debt, funding of working capital and potential future acquisitions. |
Note:
| 1 | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
MiFID II and UK MiFIR professional clients and ECPs only/No PRIIPs KID: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the European Economic Area or the United Kingdom.
The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling Barclays Bank PLC toll-free at (888) 603-5847, Citigroup Global Markets Europe AG toll-free at (800) 831-9146 or Wells Fargo Securities Europe S.A. toll-free at (800) 645-3751.
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